EX-99.7

   INTERSTATE POWER COMPANY IRREVOCABLE TRUST AGREEMENT - 1997

        This Agreement made this 29th day of December, 1997, by and between
   Interstate Power Company ("Company") and American Trust & Savings Bank, of
   Dubuque, Iowa ("Trustee");

        (a)  WHEREAS, Company has adopted the non-qualified deferred
   compensation Plan as listed in Appendix 1.

        (b)  WHEREAS, Company has incurred or expects to incur liability
   under the terms of such Plan with respect to the individuals participating
   in such Plan;

        (c)  WHEREAS, Company wishes to establish a trust (hereinafter called
   "Trust") and to contribute to the Trust assets that shall be  held
   therein, subject to the claims of Company's creditors in the  event of
   Company's Insolvency, as herein defined, until paid to Plan participants
   and their beneficiaries in such manner and at such times as specified in
   the Plan;

        (d)  WHEREAS, it is the intention of the parties that this  Trust
   shall constitute an unfunded arrangement and shall not affect the status
   of the Plan as an unfunded plan maintained for the purpose of providing
   deferred compensation for a select group of  management or highly
   compensated employees for purposes of Title I  of the Employee Retirement
   Income Security Act of 1974;

        (e)  WHEREAS, it is the intention of Company to make contributions to
   the Trust to provide itself with a source of funds to assist it in the
   meeting of its liabilities under the Plan;

        NOW, THEREFORE, the parties do hereby establish the Trust and agree
   that the Trust shall be comprised, held and disposed of as  follows:

        Section 1. Establishment of Trust

        (a)  Company hereby deposits with Trustee in trust $4,400,000, which
   shall become the principal of the Trust to be held, administered and
   disposed of by  Trustee as provided in this Trust Agreement.

        (b)  The Trust hereby established shall be irrevocable.

        (c)  The Trust is intended to be a grantor trust, of which  Company
   is the grantor, within the meaning of sub-part E, part I subchapter J,
   chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended,
   and shall be construed accordingly.

        (d)  The principal of the Trust, and any earnings thereon shall be
   held separate and apart from other funds of Company and shall be used
   exclusively for the uses and purposes of Plan  participants and general
   creditors as herein set forth.  Plan  participants and their beneficiaries
   shall have no preferred claim  on, or any beneficial ownership interest
   in, any assets of the  Trust.  Any rights created under the Plan and this
   Trust Agreement shall be mere unsecured contractual rights of Plan
   participants and their beneficiaries against Company.  Any assets held by
   the Trust will be subject to the claims of Company's  general creditors
   under federal and state law in the event of  Insolvency, as defined in
   Section 3(a) herein.

        (e)  Within 60 days following the end of the Plan years, ending after
   the Trust has become irrevocable pursuant to Section 1(b) hereof, Company
   shall be required to irrevocably deposit additional cash or other property
   to the Trust in an amount sufficient to pay each Plan participant or
   beneficiary the benefits payable pursuant to the terms of the Plan as of
   the close of the Plan year.

        Section 2. Payments to Plan Participants and Their  Beneficiaries.

        (a)  Company shall deliver to Trustee a schedule (the "Payment 
   Schedule") that indicates the amounts payable in respect of each  Plan
   participant (and his or her beneficiaries), that provides a  formula or
   other instructions acceptable to Trustee for determining the amounts so
   payable, the form in which such amount is to be paid  (as provided for or
   available under the Plan, and the time of  commencement for payment of
   such amounts.  Except as otherwise  provided herein, Trustee shall make
   payments to the Plan  participants and their beneficiaries in accordance
   with such  Payment Schedule.  The Trustee shall make provision for the 
   reporting and withholding of any federal, state or local taxes that  may
   be required to be withheld with respect to the payment of  benefits
   pursuant to the terms of the Plan and shall pay amounts  withheld to the
   appropriate taxing authorities or determine that  such amounts have been
   reported, withheld and paid by Company.

        (b)  The entitlement of a Plan participant or his or her 
   beneficiaries to benefits under the Plan shall be determined by  Company
   or such party as it shall designate under the Plan, and  any claim for
   such benefits shall be considered and reviewed under the procedures set
   out in the Plan.

        (c)  Company may make payment of benefits directly to Plan 
   participants or their beneficiaries as they become due under the  terms of
   the Plan. Company shall notify Trustee of its decision  to make payment of
   benefits directly prior to the time amounts are  payable to participants
   or their beneficiaries.  In addition, if  the principal of the Trust, and
   any earnings thereon, are not  sufficient to make payments of benefits in
   accordance with the  terms of the Plan, Company shall make the balance of
   each such  payment as it falls due.  Trustee shall notify Company where 
   principal and earnings are not sufficient.

        Section 3. Trustee Responsibility Regarding Payments to Trust 
   Beneficiary When Company is Insolvent.

        (a)  Trustee shall cease payment of benefits to Plan  participants
   and their beneficiaries if the Company is Insolvent.  Company shall be
   considered "Insolvent" for purposes of this Trust  Agreement if (i)
   Company is unable to pay its debts as they become  due, or (ii) Company is
   subject to a pending proceeding as a debtor under the United States
   Bankruptcy Code.

        (b)  At all times during the continuance of this Trust, as  provided
   in Section 1(d) hereof, the principal and income of the  Trust shall be
   subject to claims of general creditors of Company  under federal and state
   law as set forth below.

        (1)  The Board of Directors and the Chief Executive Officer of
   Company shall have the duty to inform Trustee in writing of Company's
   Insolvency.  If a person claiming to be a creditor of Company alleges in
   writing to Trustee that Company has become Insolvent, Trustee shall
   determine whether Company is Insolvent and, pending such determination,
   Trustee shall discontinue payment of benefits to Plan participants or
   their beneficiaries.

        (2)  Unless Trustee has actual knowledge of Company's  Insolvency, or
   has received notice from Company or a person  claiming to be a creditor
   alleging that Company is Insolvent,  Trustee shall have no duty to inquire
   whether Company is Insolvent.  Trustee may in all events rely on such
   evidence concerning  Company's solvency as may be furnished to Trustee and
   that provides  Trustee with a reasonable basis for making a determination 
   concerning company's solvency.

        (3)  If at any time Trustee has determined that Company is 
   Insolvent, Trustee shall discontinue payments to Plan participants  or
   their beneficiaries and shall hold the assets of the Trust for  the
   benefit of Company's general creditors.  Nothing in this Trust  Agreement
   shall in any way diminish any rights of Plan participants  or their
   beneficiaries to pursue their rights as general creditors  of Company with
   respect to benefits due under the Plan or  otherwise.

        (4)  Trustee shall resume the payment of benefits to Plan 
   participants or their beneficiaries in accordance with Section 2 of  this
   Trust Agreement only after Trustee has determined that Company  is not
   Insolvent (or is no longer Insolvent).

        (c)  Provided that there are sufficient assets, if Trustee 
   discontinues the payment of benefits from the Trust pursuant to  Section
   3(b) hereof and subsequently resumes such payments, the  first payment
   following such discontinuance shall include the  aggregate amount of all
   payments due to Plan participants or their  beneficiaries under the terms
   of the Plan for the period of such discontinuance, less the aggregate
   amount of any payments made to Plan participants or their beneficiaries by
   Company in lieu of the payments provided for hereunder during any such
   period of  discontinuance.

        Section 4. Payments to Company.

        Except as provided in Section 3 hereof, Company shall have no right
   or power to direct Trustee to return to Company or to divert to others any
   of the Trust assets before all payments of benefits have been made to Plan
   participants and their beneficiaries pursuant to the terms of the Plan.  

        Notwithstanding the above, if the merger between the Company, W.P.L.
   Holdings, Inc. and IES Industries, Inc. is not finalized on or before May
   10, 1998, the Company shall have the right and power to direct the Trustee
   to return to the Company all of the Trust assets.

        Section 5. Investment Authority.

        (a) In no event may Trustee invest in securities (including stock or
   rights to acquire stock) or obligations issued by Company,  other than a
   de minimis amount held in common investment vehicles  in which Trustee
   invests.  All rights associated with assets of the Trust shall be
   exercised by Trustee or the person designated by  Trustee, and shall in no
   event be exercisable by or rest with Plan  participants.

        Company shall have the right, at anytime, and from time to  time in
   its sole discretion, to substitute assets of equal fair market value for
   any asset held by the Trust.  

        Section 6. Disposition of Income.

        (a) During the term of this Trust, all income received by the  Trust,
   net of expenses shall be accumulated and reinvested.

        Section 7. Accounting by Trustee.

        Trustee shall keep accurate and detailed records of all  investments,
   receipts, disbursements, and all other transactions  required to be made,
   including such specific records as shall be  agreed upon in writing
   between Company and Trustee.  Within sixty 
   (60) days following the close of each calendar year  and within fifteen
   (15) days after the removal or resignation of Trustee, Trustee shall
   deliver to Company a written account of its administration of the Trust
   during such year  or during the period from the close of the last
   preceding year to  the date of such removal or resignation, setting forth
   all investments, receipts, disbursements and other transactions  effected
   by it, including a description of all securities and investments purchased
   and sold with the cost or net proceeds of such purchases or sales (accrued
   interest paid or receivable being shown separately), and showing all cash,
   securities and other property held in the Trust at the end of such year or
   as of the date of such removal or resignation, as the case may be.

        Section 8. Responsibility of Trustee.

        (a)  Trustee shall act with the care, skill, prudence and  diligence
   under the circumstances then prevailing that a prudent  person acting in
   like capacity and familiar with such matters would  use in the conduct of
   an enterprise of a like character and with  like aims, provided, however,
   that Trustee shall incur no liability to any person for any action taken
   pursuant to a direction, request  or approval given by Company which is
   contemplated by, and in  conformity with, the terms of the Plan or this
   Trust and is given in writing by Company.  In the event of a dispute
   between Company and a party, Trustee may apply to a court of competent
   jurisdiction to resolve the dispute.

        (b)  If Trustee undertakes or defends any litigation arising  in
   connection with this Trust, Company agrees to indemnify Trustee  against
   Trustee's costs, expenses and liabilities (including,  without limitation,
   attorneys' fees and expenses) relating thereto  and to be primarily liable
   for such payments.  If Company does not  pay such costs, expenses and
   liabilities in a reasonably timely  manner, Trustee may obtain payment
   from the Trust.

        (c)  Trustee may consult with legal counsel (who may also be  counsel
   for Company generally) with respect to any of its duties or  obligations
   hereunder.

        (d)  Trustee may hire agents, accountants, actuaries,  investment
   advisors, financial consultants or other professionals  to assist it in
   performing any of its duties or obligations  hereunder.

        (e)  Trustee shall have, without exclusion, all powers  conferred on
   Trustees by applicable law, unless expressly provided  otherwise herein,
   provided, however, that if an insurance policy is  held as an asset of the
   Trust, Trustee shall have no power to name  a beneficiary of the policy
   other than the Trust, to assign the  policy (as distinct from conversion
   of the policy to a different  form) other than to a successor Trustee, or
   to loan to any person  the proceeds of any borrowing against such policy.

        (f)  Notwithstanding any powers granted to Trustee pursuant to this
   Trust Agreement or to applicable law, Trustee shall not have any power
   that could give this Trust the objective of carrying  on a business and
   dividing the gains therefrom, within the meaning  of Section 301.7701-2 of
   the Procedure and Administrative Regulations promulgated pursuant to the
   Internal Revenue Code.

        Section 9. Compensation and Expenses of Trustee.

        Company shall pay all administrative and Trustee's fees and 
   expenses.  If not so paid, the fees and expenses shall be paid from  the
   Trust.

        Section 10.  Resignation and Removal of Trustee.

        (a)  Trustee may resign at any time by written notice to  Company,
   which shall be effective ninety (90) days after receipt of such notice
   unless Company and Trustee agree otherwise.

        (b)  Provided the majority of the participants or beneficiaries
   entitled to payment of benefits pursuant to the terms of the Plan approve,
   the trustee may be removed by Company on thirty (30) days notice or upon
   shorter notice accepted by Trustee.

        (c)  Upon resignation or removal of Trustee and appointment  of a
   successor Trustee, all assets shall subsequently be transferred to the
   successor Trustee.  The transfer shall be  completed within thirty (30)
   days after receipt of notice of resignation, removal or transfer, unless
   Company extends the time limit.

        (d)  If Trustee resigns or is removed, a successor shall be 
   appointed, in accordance with Section 11 hereof, by the effective  date of
   resignation or removal under paragraphs (a) or (b) of this section.  If no
   such appointment has been made, Trustee may apply to a court of competent
   jurisdiction for appointment of a successor or for instructions.  All
   expenses of Trustee in connection with the proceeding shall be allowed as
   administrative expenses of the Trust.

        Section 11.  Appointment of Successor.

        (a)  If Trustee resigns or is removed in accordance with  Section 10
   (a) or (b) hereof, Company must appoint a bank trust department or other
   party that may be granted corporate trustee powers under state law, as a
   successor to  replace Trustee upon resignation or removal.  The
   appointment shall  be effective when accepted in writing by the new
   Trustee, who shall have all of the rights and powers of the former
   Trustee, including ownership rights in the Trust assets.  The former
   Trustee shall execute any instrument necessary or reasonably requested by
   Company or the successor Trustee to evidence the transfer.

        (b)  The successor Trustee need not examine the records and  acts of
   any prior Trustee and may retain or dispose of existing  Trust assets,
   subject to Sections 7 and 8 hereof.  The successor  Trustee shall not be
   responsible for and Company shall indemnify  and defend the successor
   Trustee from any claim or liability  resulting from any action or inaction
   of any prior Trustee or from  any other past event, or any condition
   existing at the time it  becomes successor Trustee.

        Section 12.  Amendment or Termination.

        (a)  This Trust Agreement may be amended by a written instrument
   executed by Trustee and Company.  Notwithstanding the foregoing, no such
   amendment shall conflict with the terms of the Plan or shall make the
   Trust revocable after it has become irrevocable in accordance with Section
   l(b) hereof.

        (b)  The Trust shall not terminate until the date on which Plan
   participants and their beneficiaries are no longer entitled to  benefits
   pursuant to the terms of the Plan.  Upon termination of  the Trust any
   assets remaining in the Trust shall be returned to  Company.

        (c)  Upon written approval of participants or beneficiaries  entitled
   to payment of benefits pursuant to the terms of the Plan, Company may
   terminate this Trust prior to the time all benefit payments under the Plan
   have been made.  All assets in the Trust at termination shall be returned
   to Company.

        (d)  Notwithstanding anything herein to the contrary, any provision
   of this Trust which is subject to the approval of the participants or
   beneficiaries entitled to payment of benefits pursuant to the terms of the
   Plan, may not be amended without the unanimous approval of the
   participants or beneficiaries. 

        Section 13.  Miscellaneous.

        (a)  Any provision of this Trust Agreement prohibited by law  shall
   be ineffective to the extent of any such prohibition, without invalidating
   the remaining provisions hereof.

        (b)  Benefits payable to Plan participants and their  beneficiaries
   under this Trust Agreement may not be anticipated, assigned (either at law
   or in equity), alienated, pledged, encumbered or subjected to attachment,
   garnishment, levy, execution  or other legal or equitable process.

        (c)  This Trust Agreement shall be governed by and construed in
   accordance with the laws of Iowa.

        This Trust Agreement shall be binding upon the successors in interest
   of the parties hereto.

        Section 14.  Effective Date.

        The effective date of this Trust Agreement shall be December   29,
   1997.

                                 INTERSTATE POWER COMPANY


                                 By: /s/ Michael R. Chase
                                 Michael R. Chase, President and Chief
                                 Executive Officer


                                 AMERICAN TRUST & SAVINGS BANK, TRUSTEE


                                 By: /s/ Robert J. Donovan
                                 Robert J. Donovan,
                                 Senior Vice President and 
                                 Trust Officer